REGISTERED NUMBER: 06339167 (England and Wales)

Progressive Media Investments Limited

Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

W E Crocker

L W Danson

REGISTERED OFFICE:

Studio 5 Salters House

156 High Street

Hull

HU1 1NQ

REGISTERED NUMBER:

06339167 (England and Wales)

AUDITORS:

Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire HU2 8BA

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

P Danson - resigned 19 January 2024

M D Phillips - resigned 19 January 2024

W E Crocker - appointed 19 January 2024

L W Danson - appointed 19 January 2024

GOING CONCERN

At the year end the company reported net current liabilities of £11,938,558 (2023: £13,174,939) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months from the date of approval of these financial statements in conjunction with a turnaround plan for the business. The financial forecasts show that the business remains reliant on the continued financial support from the company's ultimate controlling party. Accordingly an undertaking has been received from the ultimate controlling party pledging their continued financial support through a period of 12 months from the date of approval of these financial statements. The above factors have led the directors to conclude that the going concern basis remains appropriate.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

W E Crocker - Director

25 September 2025

Opinion

We have audited the financial statements of Progressive Media Investments Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

-

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

-

agreeing financial statement disclosures to underlying supporting documentation; and

-

enquiring of management as to actual and potential litigation and claims;

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen Bramall BSc FCA (Senior Statutory Auditor)

for and on behalf of Smailes Goldie

Chartered Accountants

Statutory Auditor

Regent's Court

Princess Street

Hull

East Yorkshire HU2 8BA

25 September 2025

TURNOVER

2,030,306

535,800

2,566,106

Cost of sales

(959,907

)

(74,115

)

(1,034,022

)

GROSS PROFIT

1,070,399

461,685

1,532,084

Administrative expenses

(1,076,028

)

(388,562

)

(1,464,590

)

OPERATING (LOSS)/PROFIT

4

(5,629

)

73,123

67,494

Profit/loss on sale of intangible fixed assets

5

-

1,135,643

1,135,643

(5,629

)

1,208,766

1,203,137

Income from shares in group undertakings

767

-

767

Interest payable and similar expenses

6

(5,229

)

-

(5,229

)

(LOSS)/PROFIT BEFORE TAXATION

(10,091

)

1,208,766

1,198,675

Tax on (loss)/profit

7

-

-

-

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(10,091

)

1,208,766

1,198,675

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,198,675

TURNOVER

3,274,938

-

3,274,938

Cost of sales

(932,752

)

-

(932,752

)

GROSS PROFIT

2,342,186

-

2,342,186

Administrative expenses

(3,331,429

)

-

(3,331,429

)

OPERATING LOSS

4

(989,243

)

-

(989,243

)

Interest payable and similar expenses

6

(8,628

)

-

(8,628

)

LOSS BEFORE TAXATION

(997,871

)

-

(997,871

)

Tax on loss

7

66,129

-

66,129

LOSS FOR THE FINANCIAL YEAR

(931,742

)

-

(931,742

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(931,742

)

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

40,717

78,423

Investments

10

893,383

893,383

934,100

971,806

CURRENT ASSETS

Stocks

11

-

11,701

Debtors

12

9,142,262

7,583,738

Cash at bank

56,243

-

9,198,505

7,595,439

CREDITORS

Amounts falling due within one year

13

21,137,063

20,770,378

NET CURRENT LIABILITIES

(11,938,558

)

(13,174,939

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(11,004,458

)

(12,203,133

)

CAPITAL AND RESERVES

Called up share capital

16

2,100

2,100

Retained earnings

(11,006,558

)

(12,205,233

)

SHAREHOLDERS' FUNDS

(11,004,458

)

(12,203,133

)

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2025 and were signed on its behalf by:

W E Crocker - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

2,100

(11,273,491

)

(11,271,391

)

Changes in equity

Total comprehensive income

-

(931,742

)

(931,742

)

Balance at 31 December 2023

2,100

(12,205,233

)

(12,203,133

)

Changes in equity

Total comprehensive income

-

1,198,675

1,198,675

Balance at 31 December 2024

2,100

(11,006,558

)

(11,004,458

)

1.	STATUTORY INFORMATION

Progressive Media Investments Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern

At the year end the company reported net current liabilities of £11,938,558 (2023: £13,174,939) which gives rise to a going concern risk. Accordingly, the directors have prepared financial forecasts covering a period of 12 months from the date of approval of these financial statements in conjunction with a turnaround plan for the business. The financial forecasts show that the business remains reliant on the continued financial support from the company's ultimate controlling party. Accordingly an undertaking has been received from the ultimate controlling party pledging their continued financial support through a period of 12 months from the date of approval of these financial statements. The above factors have led the directors to conclude that the going concern basis remains appropriate.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Progressive Media Investments Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Estel Media Holdco Limited, Studio 5 Salters House, 156 High Street, Hull, England, HU1 1NQ.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Turnover from subscriptions is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. For subscription revenue this is usually allocated to relevant accounting periods covered by the subscription. Subscriptions and fees invoiced in advance are carried forward in creditors amounts falling due within one year.

When the outcome of a transaction can be measured reliably, turnover from events is recognised by reference to the stage of completion at the balance sheet date. Stage of completion is measured by reference to the month in which the event takes place.

Intangible assets

Intangible assets acquired separately from a business are capitalised at cost less any provision for impairment.

Intangible assets are amortised on a straight line basis over their useful lives. The useful lives of intangible assets are as follows:-

- Development costs are amortised over their useful live of 5 years.

- Customer relationship are amortised over their useful lives of 5 years.

Tangible fixed assets

Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:

Computer equipment

-33% Straight Line

Fixtures and fittings

-20% Straight Line

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Redundancy costs

Redundancy and termination costs are recognised as an expense in the Statement of Comprehensive Income and a liability on the Statement of Financial Position immediately at the point the company is demonstrably committed to either: terminate the employment of an employee or group of employees before normal retirement date; or provide termination benefits as a result of an offer made in order to encourage voluntary redundancy. The company is considered to be demonstrably committed only when it has a detailed formal plan for the termination and is without realistic possibility of withdrawal from the plan.

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

3,689,807

5,164,337

Social security costs

267,848

406,499

Other pension costs

52,857

88,030

4,010,512

5,658,866

The average number of employees during the year was as follows:

2024

2023

57

85

2024

2023

£

£

Directors' remuneration

71,094

231,036

Directors' pension contributions to money purchase schemes

550

12,719

Compensation to directors for loss of office

-

87,500

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

2

4.	OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging:

2024

2023

£

£

Other operating leases

-

413

Depreciation - owned assets

49,050

73,254

Foreign exchange differences

23,197

56,496

The audit fee in respect of the Company is settled directly by the parent company, Estel Media Holdco Limited. As a result, no remuneration payable to the Company’s auditor in respect of the statutory audit of these financial statements is recognised in these accounts.

5.	EXCEPTIONAL ITEMS

2024

2023

£

£

Profit/loss on sale of intangible fixed assets

1,135,643

-

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Bank interest

5,229

8,628

7.

TAXATION

Analysis of the tax credit

The tax credit on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

-

(66,129

)

Tax on profit/(loss)

-

(66,129

)

Reconciliation of total tax credit included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit/(loss) before tax

1,198,675

(997,871

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

299,669

(249,468

)

Effects of:

Expenses not deductible for tax purposes

39,703

8,257

Income not taxable for tax purposes

(283,911

)

-

Depreciation in excess of capital allowances

2,524

2,122

Deferred tax movements not recognised

(57,985

)

239,089

Other tax adjustments, reliefs and transfers

-

(66,129

)

Total tax credit

-

(66,129

)

8.	INTANGIBLE FIXED ASSETS

Publishing

rights

£

COST

At 1 January 2024

and 31 December 2024

80,581

AMORTISATION

At 1 January 2024

and 31 December 2024

80,581

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

9.	TANGIBLE FIXED ASSETS

Fixtures

Short

and

Computer

leasehold

fittings

equipment

Totals

£

£

£

£

COST

At 1 January 2024

60,108

12,150

471,249

543,507

Additions

-

-

11,344

11,344

At 31 December 2024

60,108

12,150

482,593

554,851

DEPRECIATION

At 1 January 2024

60,108

8,098

396,878

465,084

Charge for year

-

2,076

46,974

49,050

At 31 December 2024

60,108

10,174

443,852

514,134

NET BOOK VALUE

At 31 December 2024

-

1,976

38,741

40,717

At 31 December 2023

-

4,052

74,371

78,423

10.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 January 2024

and 31 December 2024

893,383

NET BOOK VALUE

At 31 December 2024

893,383

At 31 December 2023

893,383

11.

STOCKS

2024

2023

£

£

Stocks

-

11,701

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

305,441

441,768

Amounts owed by group undertakings

8,289,606

6,319,402

Other debtors

66,367

17,656

Amounts owed from related

parties

297,607

392,404

Prepayments and accrued income

183,241

412,508

9,142,262

7,583,738

13.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans and overdrafts (see note 14)

-

872

Trade creditors

531,716

799,694

Amounts owed to group undertakings

7,186,304

7,171,062

Social security and other taxes

75,992

312,694

Other creditors

65,393

470,759

Amounts owed to related party

12,509,986

10,878,744

Accruals and deferred income

767,672

1,136,553

21,137,063

20,770,378

Amounts owed to related party include loans from Michael Danson totalling £12,509,986 (2023, £10,878,711). This loan is interest free, has no set repayment date, and are repayable on demand. The loan note is convertible at any time at the option of the loan note holder to ordinary shares of value equivalent to any outstanding balance on the loan.

14.

LOANS

An analysis of the maturity of loans is given below:

2024

2023

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

-

872

15.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

748,000

748,000

Between one and five years

2,992,000

2,992,000

In more than five years

1,645,600

2,393,600

5,385,600

6,133,600

16.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2024

2023

value:

£

£

2,100

Ordinary shares

£1

2,100

2,100

17.	ULTIMATE CONTROLLING PARTY

M Danson was the ultimate controlling party through his 100% shareholding of the company at the year end date.

The company's ultimate parent company is Estel Media Holdco Limited, which is the ultimate parent of both the smallest and largest groups of which the company accounts are consolidated. The consolidated financial statements are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.